UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2023

(Commission File No. 001-41157)

 

BIONOMICS LIMITED

(Translation of registrant’s name into English)

 

200 Greenhill Road

Eastwood SA 5063

Tel: +618 8150 7400

(Address of registrant’s principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐ No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐ No ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☐

 

 

 


 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On February 23, 2023, the Company lodged a Change in Director’s Interest Notice on behalf of directors Dr Errol De Souza and Dr Spyros Papapetropoulos on Appendix 3Y with the ASX, as required by the laws and regulations of Australia, to disclose a change in interests in securities and contracts of the Company. The Change in Director’s Interest Notices for Dr Errol De Souza and Dr Spyros Papapetropoulos are furnished herewith as Exhibit 99.1 and 99.2 respectively to this report on Form 6-K.

1


 

EXHIBIT INDEX

 

 

 

Exhibit

 

Description

 

99.1

Appendix 3Y_Change of Directors Interest Notice_EDS

99.2

Appendix 3Y_Change of Directors Interest Notice_SP

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

 

 

Bionomics Limited

 

(Registrant)

 

 

 

 

By:

/s/ Errol De Souza

 

 

Name:

Errol De Souza, Ph.D.

 

Title:

Chairman of the Board

Date: February 23, 2023

 

1


Exhibit 99.1

Appendix 3Y

Change of Director’s Interest Notice

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

 

Name of entity Bionomics Limited

ABN 53 075 582 740

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director

Dr Errol De Souza

Date of last notice

28 November 2022

 

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

 

 

Date of change

23 February 2023

No. of securities held prior to change

366,698 Fully Paid Ordinary Shares

400,000 Unlisted Options issued in Nov 2016

12,000,000 Unlisted Options issued in Aug 2020

61,216,767 Unlisted Options issued in Dec 2021

Class

Unlisted Options

Number acquired

10,000,000 Unlisted Options

Number disposed

1,666,667 Unlisted Options

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

 

Nil

No. of securities held after change

366,698 Fully Paid Ordinary Shares

400,000 Unlisted Options issued in Nov 2016

12,000,000 Unlisted Options issued in Aug 2020

61,216,767 Unlisted Options issued in Dec 2021

8,333,333 Unlisted Options issued in Feb 2023

 

+ See chapter 19 for defined terms.

 

01/01/2011 Appendix 3Y Page 1

 


Appendix 3Y

Change of Director’s Interest Notice

 

 

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Grant of unlisted Options as part of Dr Errol ‘s remuneration as Executive Chair to 31 December 2022 which was approved by shareholders at a general meeting held on 21 February 2023.

 

Lapsing of 1,666,667 Unlisted Options which failed to meet vesting conditions related to the successful data readout for Phase 2 trial for BNC210 in SAD as reasonably determined by the Board in its sole discretion.

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract

N/A

Nature of interest

 

 

N/A

Name of registered holder

(if issued securities)

 

N/A

Date of change

N/A

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

 

N/A

Interest acquired

N/A

Interest disposed

N/A

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

 

N/A

Interest after change

N/A

 

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

N/A

If so, was prior written clearance provided to allow the trade to proceed during this period?

N/A

If prior written clearance was provided, on what date was this provided?

N/A

 

 

 

+ See chapter 19 for defined terms.

 

Appendix 3Y Page 2 01/01/2011

 


Appendix 3Y

Change of Director’s Interest Notice

 

 

 

 

+ See chapter 19 for defined terms.

 

Appendix 3Y Page 3 01/01/2011

 


Exhibit 99.2

Appendix 3Y

Change of Director’s Interest Notice

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

 

Name of entity Bionomics Limited

ABN 53 075 582 740

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director

Spyridon Papapetropoulos

Date of last notice

9 January 2023

 

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

 

 

Date of change

23 February 2023

No. of securities held prior to change

Nil

Class

Unlisted Options

Number acquired

27,067,015 Unlisted Options

Number disposed

Nil

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

 

Nil

No. of securities held after change

27,067,015 Unlisted Options issued in Feb 2023

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Grant of unlisted Options which was approved by shareholders at the general meeting held on 21 February 2023.

 

 

 

+ See chapter 19 for defined terms.

 

01/01/2011 Appendix 3Y Page 1

 


Appendix 3Y

Change of Director’s Interest Notice

 

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract

N/A

Nature of interest

 

 

N/A

Name of registered holder

(if issued securities)

 

N/A

Date of change

N/A

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

 

N/A

Interest acquired

N/A

Interest disposed

N/A

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

 

N/A

Interest after change

N/A

 

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

N/A

If so, was prior written clearance provided to allow the trade to proceed during this period?

N/A

If prior written clearance was provided, on what date was this provided?

N/A

 

 

 

 

+ See chapter 19 for defined terms.

 

Appendix 3Y Page 2 01/01/2011